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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MAY 30, 1995
PARAMETRIC TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-18059 04-2866152
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
128 TECHNOLOGY DRIVE
WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (617) 398-5000
NO CHANGE SINCE LAST REPORT
(Former name or former address, if changed since last report)
Total number of sequentially numbered pages: 8
Exhibit Index appears on page 4
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ITEM 5. OTHER EVENTS
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Parametric Technology Corporation (the "Registrant") hereby incorporates by
reference the contents of its press release dated May 30, 1995, a copy of which
is filed as Exhibit 99.1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit No. Exhibit
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99.1 Press Release dated May 30, 1995.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Parametric Technology Corporation
June 7, 1995 By: /S/ Mark J. Gallagher
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Mark J. Gallagher
Senior Vice President of Finance and
Administration, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description Page
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99.1 Press Release of the Company dated May 30, 1995 5
4
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Contact:
John W. Hudson Edward Wagner
Parametric Technology Corp. Rasna Corp.
(617) 398-5000 (408) 922-6833
PARAMETRIC TECHNOLOGY CORPORATION ANNOUNCES
MERGER AGREEMENT WITH RASNA CORPORATION
PTC EXTENDS ITS REACH IN AUTOMATING MECHANICAL PRODUCT DEVELOPMENT WITH
ADDITION OF RASNA'S ADVANCED SOFTWARE FOR DESIGN ANALYSIS AND OPTIMIZATION
WALTHAM, Mass., May 30, 1995 -- Parametric Technology Corporation (NASDAQ:
PMTC), developer of the Pro/ENGINEER(R) family of mechanical design automation
software products, announced today that it has entered into a definitive merger
agreement with Rasna(R) Corporation, a privately held company headquartered in
San Jose, Calif.
Under the terms of the merger agreement, which were approved by the boards of
directors of both companies, Parametric Technology will issue 4,253,491 shares
of its common stock in exchange for 100% ownership of Rasna. The merger will be
accounted for on a pooling of interest basis and is expected to be non-dilutive
to Parametric Technology's fiscal year 1996 earnings. The merger is expected to
close by mid-August, 1995, and is subject to customary conditions, including
approval of Rasna's stockholders and required governmental approvals.
Rasna Corporation, founded in 1987, develops, markets and supports the
MECHANICA(R) family of integrated software products for "mechanical design
synthesis." Its technology allows a mechanical engineer to prototype a product
design in software -- with the ability to analyze and optimize the performance
of the design prior to creating a physical prototype. The technology's unique
advantages to automotive, consumer products, electronics, aerospace, medical and
industrial product companies helped Rasna achieve a #3 ranking on Inc.
---
magazine's list of fastest growing private companies in 1994.
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Parametric Technology Announces Merger Agreement with Rasna -- Page 2
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According to the terms of the merger agreement, all of Rasna's business
operations will be consolidated under Parametric Technology as the parent
company. Rasna's products will be integrated into the Pro/ENGINEER product
family; Rasna's employees will join the PTC organization; and Rasna's
headquarters facilities in San Jose will be retained as a primary operations
center. David W. Pidwell, Rasna's president and chief executive officer, will
remain with Parametric Technology in a senior management capacity.
Steven C. Walske, chairman and chief executive officer of Parametric Technology,
stated: "The merger of Rasna with Parametric Technology -- two dynamic, fast-
growing companies with leadership software technologies -- positions the
combined organization for significant long-term growth. Rasna's innovative
design optimization software tools complement and enhance our own capabilities
in mechanical design automation. Closer integration of these technologies will
create synergistic benefits to customers in terms of their ability to design
better products faster and far more cost-effectively.
"In addition," Walske added, "we offer a distribution capability for Rasna's
suite of software products that is unmatched in the mechanical CAD/CAM/CAE
industry. Parametric Technology possesses the industry's largest and most
accomplished sales organization, and we will be able to distribute a
comprehensive, well-integrated product offering in much higher anticipated
volume."
David W. Pidwell, president and chief executive officer of Rasna, stated:
"Improving design engineering is critical in building world-class manufactured
products. It's not enough to know how a product looks. Today's mechanical
engineer needs to know how a product will perform. Leadership in design
engineering will be achieved using the technology that not only creates the
'form and fit' of new products, but can also simulate and optimize the
'function' of these products.
"Rasna is the leader in design optimization technology. Together, Rasna and PTC
will now have the technology to design, test and optimize the performance of new
products in a virtual environment, giving our customers an advantage in building
world-class products in less time and at lower cost."
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Parametric Technology Announces Merger Agreement with Rasna -- Page 3
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Walske noted that the combination of Rasna's design optimization tools with
PTC's Pro/ENGINEER mechanical design automation software is a critical component
of Parametric Technology's plans to architect the industry's first digital
design automation toolset encompassing product concept through manufacturing.
Seamless integration between the two companies' technologies is expected to
yield an order of magnitude improvement in measurable productivity.
"The level of integration that we envision for the mechanical product
development process can be best achieved through this merger of talents and
technical resources," said Walske. "Parametric Technology remains committed to
working with best-in-class third parties in the areas of computer-aided
engineering and analysis, and we believe there will always be a need for
specialized solutions to wide-ranging customer requirements. However, as it
pertains to PTC's vision to provide a single technological foundation for the
full range of design-through-manufacturing operations that constitute mechanical
product development, this is our best course of action."
In addition to planned development efforts to more tightly integrate the two
companies' product lines, Walske noted that Parametric Technology will allow
Rasna's software applications to remain as stand-alone products with fully
maintained linkages to other CAD/CAM packages. He added, "We fully intend to
continue the relationships currently in place between Rasna and its strategic
business partners."
Rasna is a leading innovator in the development of "mechanical design synthesis"
software products. The company's MECHANICA software product line is based on an
innovative technology that will optimize the shape and movement of mechanical
designs based on "synthesizing" the users' engineering requirements with their
existing CAD model. This technology is used with existing CAD systems to help
general mechanical engineers remove cost from their product designs by
systematically reducing weight, increasing performance and improving quality
during the mechanical engineering and design portion of product development.
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Parametric Technology Announces Merger Agreement with Rasna -- Page 4
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Rasna has over 5,500 software licenses installed at nearly 1,500 corporations in
31 countries. The company has sales offices in the United States, Germany and
the United Kingdom, and also distributes its products worldwide through a
network of value-added resellers.
The merger with Rasna follows Parametric Technology's acquisition last month of
the industrial design automation software products of Evans and Sutherland
Computer Corporation. With the incorporation of those products, the Pro/ENGINEER
product family now numbers nearly 40 integrated software modules which can be
used to automate the mechanical development of a product from its conceptual
design through its release into manufacturing. Pro/ENGINEER software has become
the best-selling "high-end" mechanical design automation technology in the
world, and Parametric Technology -- with calendar 1994 revenues in excess of
$260 million -- is now the mechanical CAD/CAM industry's #1 vendor on the basis
of annual software revenue, according to International Data Corporation.
Parametric Technology Corporation has emerged as the CAD/CAM/CAE industry's
leading supplier of mechanical design automation software. Its software tools
for mechanical design, manufacturing, and product data management are used by
more than 5,600 companies throughout the world to reduce time to market, improve
engineering processes, and optimize product quality. The company's growth
strategy emphasizes technological leadership, aggressive price/performance,
hardware independence, worldwide distribution, and extensive customer support.
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Pro/ENGINEER is a registered trademark of Parametric Technology Corporation.
Rasna and MECHANICA are registered trademarks of Rasna Corporation.
